October 22, 2018

Coming Soon(ish): SEC’s “Semi-Annual Reporting” Proposal

Back in August, President Trump asked the SEC to study the possibility of moving from quarterly to semi-annual reporting for public companies. We then blogged the reaction to this concept from a number of quarters. And a few weeks ago, SEC Chair Clayton indicated that the push for semi-annual reporting wouldn’t go too far.

Apparently, Chair Clayton’s comments may have been misinterpreted because the latest “Reg Flex Agenda” – posted last week – indicates that a proposal for semi-annual reporting is forthcoming (or at least, it’s in the “prerule” stage – as compared to the “proposed rule” stage). And since the Chair has indicated that his Reg Flex Agendas don’t need to be taken with a grain of salt, we really might expect to see a proposal from the SEC in the ‘shorter rather than longer’ term (meaning over the next year IMHO). In fact, a SEC spokesperson noted in this Reuters article that Chair Clayton was expecting to consider this type of rulemaking even before the President tweeted about it (hat tip to Cydney’s blog)!

Other forthcoming proposals include:

Overhaul of Reg S-K
Narrowing ‘Accelerated Filer’ Definition
Amendments to Rule 3-05 of Reg S-X
Resource Extraction Payment Disclosures
Extending Jobs Act’s ‘Testing the Waters’ to Non-EGCs
Expanding Availability of Reg A

And these open rulemakings remain on the ‘long-term’ burner: clawbacks; pay-for-performance; conflict minerals; universal proxy; board diversity disclosures; proxy plumbing – and a proposal based on the recent Rule 701/Form S-8 concept release…

Some Pay Ratio Stats (Military Below 5:1)

During the keynote of our recent “Proxy Disclosure/Executive Compensation Conference,” Steven Clifford noted that the pay ratio in the US military is less than 5:1. And this Labrador blog covers our conference including these pay ratio stats:

– Average ratio for S&P 500 companies was 160:1
– For the Fortune 1000, it was 158:1
– For the Russell 3000, it was 71:1
– Median employee pay was $69,000 for S&P500 versus $108,000 for the tech industry
– Highest ratios were in retail, consumer discretionary and consumer staples and materials
– Lowest ratios were in financials, healthcare and utilities
– 19% of the Russell 3000 provided some sort of supplemental pay disclosure such as adjusted workforce, full-time only employees used to find median or adjusted CEO pay due to one-time awards
– Some companies noted a low pay ratio this year due to caveats to prepare for higher ratios in the future

“101 Pro Tips – Career Advice for the Ages” Paperback!

I just ordered a bunch more of our latest paperback – “101 Pro Tips – Career Advice for the Ages” Paperback – from the printers because they flew off our shelves. Here’s the “Table of Contents.” It’s free for members of (but it does cost $20 in shipping & handling).

This book is designed for fairly young lawyers – both in law firms and in companies. It’s written in an “easy to read” style, complete with some stories & anecdotes to make it interesting. A fairly unique offering in our field. This is a unique offering – and I’m pretty happy about how it came out. Members can request it now.

Broc Romanek